Agent Spyder
by In Brightest Day
Summary: Dying was a haunting experience, but waking up as a dead spider? Now that was truly terrifying.
1. Chapter 1: Spyder of the Dead

**Summary: Dying was a haunting experience, but waking up as a dead spider? Now that was truly terrifying.**

* * *

 **Agent Spyder**

 **Chapter 1: Spyder of the Dead**

* * *

"Augh!" He awoke with the need to to take a big gulp of air and began to try to sit up. _Try_ being the operative word. The only thing that happened was him hitting his the moment he tried to sit up. It was almost instantaneous.

"What the.." He whispered in shock. Last he checked, go under underneath a small roof. So what hit him, or rather, what did he hit? Not that he could really tell, because it was _dark._

Out of habit, as foolish as it was, he reached to turn on his lamp. Only to found out he couldn't move his arms more than a few inches away from him. He was starting to get worried now.

As a last resort he tried moving his legs. Nothing serious, just trying to bring his knees to his chest. Which, once again, _he couldn't do_. Deep down he knew what happened to him the moment he hit his head on the ' _ceiling'_ he just refused to believe it.

There was no way that he was _that_ unlucky. Hell, he actually _ate_ lucky charms the day before, all the luck _that_ did, but his point still stood. He refused to believe that someone was actually dumb enough to bury him alive.

"Okay, okay, calm down. Think. You're smart Cameron, just think your way out of this and you go scare the balls off your unit." He slowly calmed himself down with a small chuckle. All he had to do was break out of the coffin and dig himself up to the surface.

If Bruce Wayne could do it, so could he.

Then again he _was_ Batman, that man could do just about anything when he put his mind to it.

All he had to do was channel all of his determination and hit the coffin until it gave out. He gave a chuckle of a man who was about to experience a _lot_ of pain, "Fuck me, right?" Then he got to punching.

* * *

 _Twenty minutes later…_

"Come _the fuck_ on!" The man buried alive, hissed through his clenched teeth. So far he had been punching the coffin lid non-stop for the better part of half an hour, but it felt _much_ longer than that. At first he tried to stay calm, but now the panic was slowly starting to sink in.

What if he couldn't break the lid?

What if he couldn't dig himself out?

What if he actually died in here?

What if….

He quickly delivered a slap to his cheek. If he started to panic, he would start hyperventilating, which would use up all of his available oxygen and end up killing him in the process.

He slowly unclenched his fist and began to pop the knuckles of each individual finger. Though he couldn't see it, he could feel it. That grin of determination he had before he went under. He then began feeling up and down his body, to get a feel of what he was wearing, fortunately or unfortunately, depending on how you look at it, he was buried in a tux. Okay he could work with that. He then clenched his hand into a fist once more.

He had failed to secure his life before, but he would let that happen again. He refused to lay down and die from a lack oxygen. He found where he had started punching before his panic attack and began to punch once more. More rigorous than last time. Unlike last time, each punch, each hit had a purpose.

To be stronger than the last.

Eventually the coffin gave out a soft _snap_ , and a tiny crack could be seen where he had been punching for the better part for a hour now. If he didn't need to save oxygen, he would've laughed in triumph.

Cameron used his other arm to cover his nose and mouth, and continued to punch with reckless abandon. The coffin letting off sounds that suggested the lid was close to breaking. He heard and felt the dirt from above slowly leak in to his coffin.

Soon he'd have to figure out a way to actually get out of the coffin, but a few steps at a time. He kept hitting and hitting, ignoring the pain in his hand and the blood that he felt drip onto his clothes.

 _Come on let. Me. Out!_ He mentally shouted and put all of his weight and desperation into one finally punch and luckily the lid gave way. The dirt, along with various insects, slowly started to trickle in at a moderate pace. He then began ramming his arms around him to try and clear the dirty away from his upper body.

Soon the coffin started to give way under the instability and the gap began to widen even more. He then adjusted himself so that he would be able to work his way up to the surface. He took one big gulp of air and began to claw his way up to the surface.

After what felt like hours, his hands broke through the surface and he began to pull himself up and out of the burial site. The first thing that hit him was the cold breeze and light rain. The relief of being free and alive hit him next.

"Hahahhahahah _HAHAHAHAHA_!" What started out as a chuckle soon turned into full blown laughter. He made it! He actually escaped being buried alive! Soon his laughter died down back into a tiny and soft chuckle, but the grin on his face never left. He looked up at the sky and noted that the moon was full and shining brightly.

It was shining so brightly in fact, it seemed to illuminate the tombstones making them almost visible and easy to read. Speaking of tombstones….

"..Wonder what they put on mine." He let out a chuckle filled with mirth, "Probably something corny." Facing the tombstone, he began to read it, his grin slowly morphing into a look of shock and disbelief.

"B-but how?! He isn't….he wasn't…" He barely spoke above a whisper. Now that he had registered it, his voice wasn't _his_ , it had belonged to him the one who had originally been buried here. He slowly felt himself fall to his knees, not caring about the tuxedo or his appearance at all.

 _ **Here lies**_

 _ **Peter Benjamin Parker**_

 _ **Loving friend and son**_

 _ **1999-2016**_

He felt his blood freeze over as he just stared at the tombstone. His mind was once again running in overdrive. How was _this_ even possible? How did he even end up here? He felt himself lose control of his breathing. He slowly moved his hands to the tombstone and held onto it like a lifeline.

"H-how?! I shouldn't be…" He began to search his brain for anyway to rationalize what was happening to him. But no matter how hard he tried he couldn't. He couldn't trick himself into believing everything was alright. That this was a prank set up by his friends and co-workers.

It'd be to cruel of them. To inhumane of them and he wanted to vomit for thinking they would put him in that position. No, he couldn't run away from the truth. He had died and woke up in a different body. His fireteam couldn't save him, they either couldn't get to him in time or they couldn't get him to the evac in time.

"Shit." He whispered as his grip on the tombstone increased, "Mom, Dad, Naomi, I'm _so_ sorry." He felt his eyes well up with tears. He didn't even want to think about what they were going through right now. "If I hadn't been stupid, if I was fast enough, if..!"

His grip tightened so much he ended up shattering the tombstone into pieces. He almost fell over before he caught himself by jerking himself back at the last minute. In shock he slowly brought his shaking hands to his face. That's right, how could he even forget? Peter Parker was _the_ Spider-man. Of course he'd be strong.

"Sorry Pete." He whispered an apology to the man he respected, "I don't know why or how this happened, I don't even know what _universe_ I'm in, but I'll try to make a legacy you can be proud of." He clenched his hands into fists. Fists that held enough power to save lives or damn them. He stood up and made for the graveyard exit.

* * *

 _ **Ten minutes later…**_

A tall and lean figure can be seen walking the almost deserted streets of New York with a look of frustration. He needed to find a place to stay for the rest of the night, new clothes that didn't scream 'reanimated corpse', and food cause he was getting hunger.

So there he was, the man once known as Cameron in the body of the greatest hero to ever live, walking down the street at the dead of night trying to not lose his mind. His clothes started to stink and well, his overall appearance was a mess. At least no one on the streets looked twice, more than likely due to the growing poverty in the city.

At least he didn't have to worry about weird looks.

"Huh." He let out a sound of surprise as he found himself at a homeless shelter. "Could be worth a shot. Not like I have anything else going for me right now." He then opened the door noting that it was called F.E.A.S.T and began to walk his way to the counter.

"Hello! How can I help you this fine evening?" The woman asked with a bright smile. She was a slightly pale woman who looked to be in her early thirties and dressed in a long sleeve sweater. Her hair was brown, or at least it appeared that way from the few strands that weren't covered by her beanie.

"Yes ma'am, I'm looking for a place to spend the night, if you have any spare beds that is." He ended with a soft, nervous chuckle, as he pulled on his collar. God he hated it when he did that. "I kinda got kicked out of my place.." he trailed off as her look become one of kind understanding.

"Oh! Of course! Just go through those double doors, take a left, go up the stairs and you'll see where everyone is staying." She helpfully supplied, go so far as to lean across the desk and point towards the doors she was talking about.

Not seeing any reason to be rude he gave her a smile of gratitude, "Thanks a bunch Miss. Have a good night." Following her directions he started to make his way for a bed to _hopefully_ crash on. Hearing the ' _you too!'_ from the kind older lady made me feel good weirdly enough.

Soon he found what the lady was talking about and the sight the greeted him was one he kind of expected. A big enough space to house as many people as it could, with several beds and cots along the floor and most were asleep while some were still awake minding the business.

Ignoring them, he walked around hoping to find an empty bed to sleep in. When he did he sat on and let himself fall on the mattress. He was so tired and hunger that once he was laid out, he couldn't even bring himself to move, and soon enough he was snoring, unaware of what would happen the moment he went into a deep slumber.

* * *

 _ **Unknown Location…**_

"Ah. I see you have finally arrived." The giant gray spider spoke to him. All of its red eyes stared at him. Judging is worth with its large eyes. Hits large mouth moved in a manner that made his skin crawl, but now wasn't the time to be creeped out.

"That implies that you've been meaning to speak with me." He answered back, arms crossed, and eyebrow quirked in curiosity. "Never mind the fact I have no clue who you are, let alone _what_ you are."

The spider didn't even move from its spot, it didn't even _twitch_ , "I am the spider essence, the very thing that ties you, and all others like you, to the great web of life. I am the very thing that makes you a spider totem." The spider looked at him with an intrigued gaze. "Though this is unprecedented, another soul living in the body in the one that has not received the gift."

 _That_ caught his attention as he uncrossed his arms with a look of shock on his face, "What do you mean ' _not received the gift'_?! If _he_ hadn't how am I even here? In this..this.. _I don't even know_ with you?!"

"It is has I said, the one known as Peter Parker did not receive the bite that would have turned him into a totem. That honor was bestowed on another. And this is the dreamscape, boy. The only place I can talk to you freely." The spider explained, "And to answer your question on how you are here. It is quite simple."

The spider slowly started to circle around him, not threatening to attack, but to view his body at every angle possible, "Someone or something has decided to bless you with the power of a spider totem. Congratulations are in order fellow spider, you are now among the special."

As if he didn't already have enough to process, that last sentence didn't sit right with him, "What do you mean _among the special_? Sure I always wanted powers, but I wasn't _obsessed_ with them!"

The spider stopped in front of him and stepped closer, "The boy, Peter Parker, wasn't like the other totems. He _craved_ power, he wouldn't have taken that power and used it like most of the other totems. He would've twisted it, corrupted it into an abomination."

"He wasn't worthy. So another took his place."

"Okay,okay, you're dumping _a lot_ on my plate right now." He held up a hand to stop the spider essence from continuing, "One thing at a time. What do you mean ' _like most of the other totems'_?"

"Of course, where there are those that use power for the betterment of others, there will be ones to use power for self-satisfaction. But my question for you, the ghost trapped in another, what will you do with that power?" The spider questioned him with a tilt of its head, "Will you turn out like the legend that is Spider-Man or will you become a malformed, twisted version of the hero that you once admired?"

He was about to speak, when the spider pointed one of its talons at him in a slow and methodical manner, "You need not answer now. Only time and your actions will give me the most true answer. For now, ask for the knowledge that you seek and ponder mine for another day."

He took the spider's advice and paused to search for any question he wanted and _needed_ answered, "I have the powers of the spider totem, correct?"

"That you do."

"Okay, so what powers do I have _specifically_?" He stressed the last word just in case the spider in front of him would pull some Genie in a lamp type shit. "Like do I get any powers that are primarily exclusive to only me or what?"

The spider, the bastard that he was, tone said that there was a smirk present, "You will have wait and test your abilities to see."

He just glared at the oversized arachnid, "Fine. Sure, whatever. Who's the other spider totem on this world? And don't try to dodge the answer with some mythical bullshit either." His arms were crossed once more, but his glare was still present. "And why was this earth's Peter Parker dead before he even became a spider?"

"You already know the answer to both of your questions." He _helpfully_ replied. If the spider was capable of smirking he knew for a fact the bug would be doing it right now.

Facepalming, the man once known as Peter gave out a irritated sigh, "Whatever, I'll figure that out too. Just...just send me back so I can get some actually sleep."

"As you wish."

* * *

 _ **The Next Morning…**_

Once again, he found himself walking on the sidewalks of New York. Unlike last time, where he was looking for a place to stay, he was looking for a clothing store. Cause as much as he _loved_ the rotting corpse look, he needed new clothes.

So there he was walking with his hands in his pockets and his head lowered. After all this Peter was supposed to be dead, and a lot of _questions_ would be asked if they suddenly found him walking about.

Once upon a time New York wouldn't have bothered him in the slightest, but now? Now that he was enhanced? The city was so _loud_ it took all of his willpower and discipline to not end up having a panic attack on the sight of the street.

As if he didn't have enough problems.

Soon enough he found himself in front of a clothing store, and was about to enter when he actually thought about what he was about to do. "What am I..I don't even have any money! And how the fuck am I gonna steal clothes in broad daylight?" He stood there with his grip on the handle, looking stupid to those looking at him, not that he even cared.

He turned around and began walking towards another destination, "Man, this shit is ridiculous." He turned down another street and soon found himself in an alley. "What am I even gonna do…!"

 _Spider-sense_

It was like a bell, the ringing started off slow and low then escalated to fast and unbearable. But not even ignoring the new sense he dropped into a combat stance and moved deeper into the alley. Checking his sides and rear, he noted no-one was trying to sneak up on him. So that meant whatever presented the danger was deeper in the alley.

His sense was telling him to runaway, to hide, to swing away and get far as possible. But he couldn't do that, the discipline instilled in him from his old life prevented that. He didn't runaway in his last life, so why should he now?

" _Ah!"_ The sound of a girl screaming followed by a deep laughter made his heart drop. He knew what was about to happen. What _would_ happen if he didn't intervene. He pressed his lips into a thin frown.

He threw off his coat leaving him in his stained white shirt, and tore pieces of the jacket apart to turn it into a makeshift face shield that covered most of his lower face. He then walked towards the _cowards_ as he rolled up his sleeves up to his elbows.

"Come on baby let me and the boys show you a good time.." The big man leaned close to the short woman, and in a show of resistance she turned her head to the side.

"I'd rather rot in hell!" She bit back at the man with the ferocity of a tiger. The would-be rapist didn't like the sound of that as he moved to backhand her to the ground. And it would've worked too, if he wasn't there that is.

He moved at a speed befitting a spider totem and caught his attack by the wrist and glared at him with enough hate to make him gulp in fear, "You heard the lady's answer. Now back off before you meet the ground." He then turned him around, with a grace he didn't know he had, and kicked him in the ass, _literally_ , and towards his pals, "And trust me, your relationship will be _intimate_."

"W-who do you think you are?!" One of his bodies asked and pulled out a knife. The guy then charged him, intending to skewer him in the gut. The man once known as Peter Parker, waited until the right time and reached out and grabbed the thugs extended arm. He then delivered a sharp elbow to his attacker's forearm, breaking it and getting a loud scream for his troubles.

The thug dropped the knife which he grabbed by the handle and buried it into his leg. "Augh!" The thug gave out a cry of pain and began to whimper before our protagonist grabbed him by his collar and threw him towards the other thugs.

"If you don't want to end up with a broken arm and a fucked up leg I suggest you leave. _Now_!" The thugs then began to scramble atop of each other, before picking each other up and running out of the alley.

"Whoa…" The lady he saved whispered in amazement. She had her hand above her mouth in shock and at least it gave him a good chance to look at her. She was about 5'7 with short blonde hair that fell to just below her shoulders, brown eyes, and a heart shaped face. She wore a simple hoodie and jogging pants.

"I know right…" He also spoke with amazement as he put his hands above his eyes to look off in the distance, "They sure can move when they really want too." He joked as he smiled at her, not that she could really tell.

"So are you okay miss…" he trailed off not knowing what to call her. She then shook her head to get out of her stupor, her blond hair waving from side to side as she did so.

"Maria Castle, but please call me Maria." She rushed up to him to give him a bone crushing hug of gratitude, before she could fully contain herself, "Sorry, hehe, I j-just...thank you for saving me."

"No prob. Next time just be mindful of where you are." He gave her a thumbs up, before he made his way out of the alley.

"Wait! What's your name? I gave you mine and it's only proper manners to give yours." Maria shouted towards her saviors back. The man didn't even stop, he just raised his hand and gave a two fingered salute.

"Names Ben, Ben Reilly, hope you get home safe Maria!" He turned the corner then he was gone. Leaving her to think about her mysterious savior.

* * *

 _ **Later that night...**_

The now named Ben Reilly was sitting on top of a rooftop his legs dangling along the building's ledge. He looked down at the city with a far away look. It looked so much like _his_ New York, yet it wasn't, so similar, but so different. It was home, but it wasn't.

"At least I can stick to walls." He reasoned as he sat there. He had no idea where to actually start. He still needed clothes, a place to stay, and food. And as easy as it would be to go to Aunt May's house, he decided against it. He wouldn't lie to Peter's family like that. He wouldn't pretend to be their surrogate son and magically come back into their lives.

"Plus that might draw Shield's attention..or worse...Hydra." Getting experimented on just when he came back to life? Yeah, he'd pass, he had enough bs to deal with and the week wasn't even over yet. He left his back fall to the cold, hard, roof.

He looked up at the sky and sighed, "It's not like something's just gonna fall on my lap…!"

 _Spider-sense!_

Not even thinking, Ben let himself roll backwards and delivered a kick to the person's chest. He then used his to hands to lift him up in the air and back onto his feet. "Okay! Who as the….balls…" His voice started off confident, but then died down to a horrified whisper.

That _thing_ that tried to sneak up on him. It _growled_ in pain. It's _green claws_ scratched the place that Ben had kicked it. All the while it's red, bloodshot eyes bore into him. It's gaze carrying a certain bloodlust that had Ben's Spider-sense going into overdrive. It's jagged teeth were already stained with enough blood, it made Ben's blood run cold.

The ghost in the spider slowly felt himself ease into one of the combat stances he learned from his last life. His feet were spaced apart, and his hands were brought up to protect his face, and he was slightly hunched over to protect his chest and stomach.

He'd only been alive for a day and the infamous Parker luck was already giving them middle finger.

* * *

 **An: I'm pretty sure it's obvious, but can you guess what universe this takes place in? Also for you guys wondering why he's calling himself Ben Reilly, it can be explained with three reasons.**

 **1: He doesn't** _ **want**_ **to use Peter Parker's name. He holds too much respect for that name and what it means.**

 **2\. In case he gets found out he won't have people looking at him weird, cause you know, he's supposed to be dead and it would be easier to explain that he's a clone rather then coming back to life due to mysterious circumstances.**

 **3\. He felt that he should try to make a world where the name Ben Reilly wouldn't be forgotten. Even if he has to use that name himself.**

 **As the story progresses Ben will start unlocking more of his powers. And as the Spider in the dreamscape said something or someone wanted his soul in the body of Peter Parker and wanted that body to be a totem. So yeah, that isn't ominous at all.**

 **Hope to see ya next time!**

 _ **Agent Spyder**_

 _ **Chapter 2: Spyder vs. Lizard**_


	2. Chapter 2: Spyder vs Lizard

**Summary: Dying was a haunting experience, but waking up as a dead spider? Now that was truly terrifying.**

* * *

 **Agent Spyder**

 **Chapter 2: Spyder vs. Lizard**

* * *

The seven foot lizard pounced towards him. It's razor sharp teeth seeking to bite into his neck and its sharp claws were aimed at his chest. He barely registered this information as the lizard was closing in _fast_.

Ben threw himself into a side roll and began backpedaling to try to gain some distance in order to _think_. The lizard wasn't having any of that so it began rushing towards him again. _Shit, shit, shit, shit!_

Thanks to his spider-sense he managed to stop himself, shy of backpedaling off the roof and to his death. Ben gave a brief glance towards the ground and an idea came to mind. He let a small smirk grace his lips as he turned his attention back to the lizard.

Once at the appropriate distance the lizard leaped for Ben's throat. Expecting this, he dropped into a crouch and, relying on pure luck, he stood up to his full height with his elbow digging into the lizard's exposed stomach and forced his arm backwards effectively guiding the reptile over the edge and down to the street below. He let out a shaky breath, that was too close….!

 _Spider-sense!_

Even with his sixth sense, Ben didn't react fast enough. The lizard managed to wrap its tail around one of his legs. Time slowed to a crawl as he slowly and mechanical turned his head towards the tail that wrapped around his leg and did what any sensible man would do.

"Crapbaskests."

Then the tail _yanked_. Then he was in free fall with the lizard. He bit his lower lip to stop himself from screaming out in fear. He had to stay focused, otherwise he'd end up a red paste on the street. The lizard snarled at him and pulled him closer, aiming for his jugular. _So basic._ Ben grabbed both parts of its mouth to stop it from chomping on him and kicked its chest, hard enough to cause the grip of the tail to loosen.

Using the reptile as a platform, Ben planted both of his feet in its chest and _pushed_. Sending the lizard towards the ground faster and giving him more air time. _Hope organic webbing is one of my powers,_ Ben mentally pleaded as he raised his arms above his head and pressed both his middle fingers and ring fingers into his palms.

He was both surprised and relieved when the white substances launched out of his wrists and onto some part of the building. The webs caught him in time for him to look down and see the lizard land on a parked car. The sound was loud enough it caused him to flinch in both pity and surprise. _Well better him than me_. He then looked up towards the weblines that were keeping him from ending up like the lizard.

"Now, how do I get down?" He asked himself with a terrified chuckle. He thought for a moment before an idea came to mind. Was it a good one? Hell no, but it was better than nothing. Hoping that his plan would work, Ben let go of the webs and started to plummet again. Last time, he was scared and desperate. This time he was less scared and a little more desperate.

Scanning the street, his eyes roaming it up and down until he found what he was looking for and aimed his arms towards it. The iconic sound of the fired webs resonated in his ears, and as the webs launched onto their mark he pulled himself forward. It had the desired effect as his action had slingshot him onto the lamppost. "Heh. I can see why Spider-Man does this."

Though the sudden stop did make him want to hurl, he stopped himself when he heard the groaning of metal and a _very_ pissed off snarl. Ben's head snapped towards the sound so fast, he was surprised he didn't get whiplash.

There, standing in front of the destroyed Honda, stood the seven foot tall lizard. Parts of it was bloodied, but other than that it looked _fine_. As if it didn't go bungee jumping without the cord. It threw back its head and _howled_ into the night, like a goddamn werewolf and it would've kept howling until a white substance closed its mouth (snout?).

The lizard then looked at it confused, before clawing it off. It then in an act of rage glared directly at him. Ben himself just stayed perched on the lamppost, his right hand pointing outwards as if he shot the web. Which he did, but that's besides the point.

Ben looked at his hand, then at the lizard, then at his hand again, before looking back at the lizard, "Did I do that?" He mocked making his voice a pitch higher. The lizard growled and rushed him in a fit of rage. In retaliation, Ben shot two weblines towards the lizard that went sailing past it and onto the street.

Smirking, Ben launched himself towards the lizard feet first and effectively laid the lizard out. Ben was sent into a roll in order to absorb the rest of the momentum. When his roll ended he was on one knee and in front of a clothing store. The flash and sound of a camera caused him to blink as he instinctively turned towards it.

He saw a beautiful woman holding a smartphone, her mouth agape in shock and awe. Long black hair that fell to the middle of her back, striking gray eyes that shined with amazement, slightly tan skin that made both her eyes and hair pop. The woman was wearing ripped jeans, black designer boots, and a gray sweater with a black beanie to tie the outfit all together.

Let it be known that Ben never had any luck with women in his past life, so he did the only thing any regular man in his position would do.

"So, I'm guessing the ninja turtles aren't doing their job and protecting the sewers."

He _joked_.

The gorgeous woman's look of amazement turned into a perfect deadpan, "...Really?"

"Yeah.." He trailed off, feeling heat rushing to his face, "I'm still working on the banter. Sorta new to this. Fighting overgrown lizards, I mean."

"You literally could've said _anything else_ , but you chose Ninja Turtles…"

Now he just wanted to curl up in a ball and die, "Yeah, you win, no need to rub it." God, this was embarrassing. It was a good thing he had his impromptu mask on, otherwise she'd see him…

"Are you _pouting_?" She put her phone in her pocket and asked with a hint of mirth in her voice. The hell?! How could she see..!

That's when he felt the cold air on his face. _Guess some point during the fight I lost my mask. Well more like a torn, impromptu scarf._ Ben stood to his full height and looked at her with a small frown on his lips, "Okay, one. I wasn't _pouting_ , I was _scowling_. There's a difference…"

"Uh huh."

"...and two. Is this a common trend here?"He scratched the back of his head with a nervous chuckle. Because he really hoped there weren't anymore lizards running around hunting for midnight snacks. The woman looked at him with a quirked eyebrow.

"What? You mean giant lizards? Or spider-people fighting said giant lizards?" She rhetorically asked with a roll of her eyes, "Because right now, at least as far as I know, New York is two for two on both accounts."

Ben just threw her a look of disbelief, "...Seriously?"

She nodded in reply.

"Damn...New York sewers _really suck_." He spoke in a daze, "Wait a minute...you said spider- _people_ , who's the other spider-person? And please don't say, ' _I'm looking at him.'_ cause I really need to know."

The woman, whose name he _needed_ to find out, spoke in faux-hurt, "Why I'd _never_!", she held a hand above her heart as if she had just got shot, "But in all seriousness dude, do you live under a rock or something? Haven't you heard of Spider-Woman?" At his blank look she decided to be more specific, "You know the chick in a white hoodie on all of the billboards? The same one that apparently killed that Parker kid?"

With that, Ben finally realized where he was. He ran a hand through his hair as he let the information sink in, _Holy Shit._ Earth-65, home of both Spider-Gwen and an evil Daredevil. This universe wasn't as chaotic as the main 616, but he'd be damned if it wasn't angsty as fuck and more bleak. Ben was originally going to stick to the shadows, but he couldn't do that to Gwen.

But he couldn't see her either…

"Hey? Are you okay?" The woman tapped his shoulder and he jumped in surprise. He turned his head towards her in surprise before nodding, "Good, because I'd hate for you to have a panic attack before I could thank you."

Ben gave her a quirked eyebrow that asked the unspoken question.

She then gave him a small smirk, "For giving me such great entertainment!" She laughed, it sounded...nice, "I haven't had a good laugh like that in a while. So I'd like to thank you for that."

Ben smiled at her and was about to….

 _Spider-sense!_

"Get down!" He pushed her down as the lizard tackled him. Sending both of them through the glass window and into the clothing store. Ben shook his head to get rid of his daze. His swimming vision wouldn't help him against the lizard nor would it protect the woman he was just talking to.

Once his vision cleared he looked up to see a mannequin, dressed in what could only be described as a Halloween costume, but what really caught his eye was the face shield.

It was a dark red, almost black in color, with a white web pattern starting at the nostrils and expanding outwards. Without even thinking of the consequences, Ben grabbed it and put it on his face. He didn't understand why, but he felt the need to cover his face, even if it only covered the lower part.

His spider-sense blared at him and before he knew it, he jumped up in the air and did a backflip off the lizards shoulders while also tagging it with his webs. Once his feet touched the floor, Ben pulled on the webs and threw the lizard back outside.

Not even giving it time to recover, Ben sprinted outside and snagged a nearby mannequin with his webs. Once at the window he came to a stop and threw the mannequin at the downed lizard. The white display instantly broke upon contact with the lizards hide, but Ben liked to think it was due to the throw and not the lizard's back.

"Whoa…" The black haired woman whispered in amazement. She was still on her butt, propped up by both of her arms as she looked at the scene in amazement.

Ben just looked at her in disbelief, "The hell?! Why are you still here? You got a death wish or something woman?! Leave!" He pointed down the street and towards anywhere that wasn't _here_.

The woman gave him a dark look of irritation as she stood up, "Okay, One: That push earlier? While I get why you did it, don't do that again that was rude as hell. Two: My name is Sha Shan, _please_ use it, otherwise I'll have to get nasty. Three: I'm not leaving you with the overgrown gecko." She crossed her arms and give him a look that he would forever dub ' _The Look'_.

"Alright Sha Shan, why?!" Ben turned his head away from the recovering lizard, "In case you haven't noticed, there's a giant ass lizard trying to eat me for a late night snack! I don't _want_ or _need_ you here risking your life!"

"Oh. I noticed. In fact, you should probably start paying less attention to me and more to the gecko. Didn't anyone ever tell you it's not wise to pay attention to someone else while on a date Spidey!"

"You suck, you know that?" Ben then leaped towards the lizard with his fist cocked back. So far him holding off the lizard was only due to sheer dumb luck. He knew that, but now it needed to be more than luck. He _needed_ to win. He wasn't sure if the lizard was Curt Connors or some other random bastard, but he'd be damned if he had another death on his hands.

Ignoring whatever Sha Shan was going to say, Ben continued his fight with the lizard. He came rushing in with a fist cocked and aimed for its face. Only for the lizard to quickly turn around and smack him with its tail with enough force to knock him off of his feet and into a nearby wall.

"Hrgh!" He grunted in pain from both the hit and the wall. He barely had time to recover before the lizard went for a follow up attack. His spider-sense blared in his head as threw himself to the side, leading the lizard to smack face first into the wall. Ben then grabbed its tail, and using his new spider-strength, he pivoted on his feet and threw the lizard further away from the store and Sha Shan.

"Sha Shan! Get out of here! I can't keep the lizard busy and protect you! As much as I like to think I'm good at this, I'm not!" Ben turned towards her for a split second before his spider-sense started to ring again, but he reacted to late. The lizard tackled him into the ground and _snarled_ in his face.

"Hey, you ever hear of a breath mint?! Christ! It smells like something died in there!" He quipped before the lizard started snapping at him, trying to tear his head off for a midnight snack. Ben held it back, but he was slowly starting to lose the battle. _That hit with the tail did more damage than I thought! Christ!_ Ben was starting to get worried, but as luck would have a black object came hurdling in and decked the lizard in the face. The projectile bounced off its face and landed a few feet away from them.

Both the lizard and Ben, in complete shock, looked at the projectile to discover that it was a boot. _Wait a sec...isn't that…?!_

"Hey! You overgrown gecko piece of shit! Get off him, before I start throwing other random shit I have!" Sha Shan stood tall and proud, her eyes were set in the fiercest glare he had ever seen, not a hint of fear in her eyes as she reached down for her other boot, no doubt to follow through with her threat.

Ben just laid there, just staring at her, then a stray thought hit him like a train. _I think I'm in love…_ Shaking his head to get rid of the thought, he chalked it up to Parker's preferences in women, but he felt the lizard's weight lift off of him as it gained a new target.

 _Sha Shan!_

The lizard was rushing with its eyes full of rage. It was closing the distance the Ben had tried to create, but that's where the lizard made its mistake. It turned its back towards him, he shot two weblines past the lizard and Sha Shan and once they stuck he launched himself towards the lizard.

The impact was enough to knock the lizard into the ground, and not even wasting another moment Ben brought both of his hands together and pulled them apart until multiple threads of webs connected both of his hands. He then brought them to the lizards neck and _pulled_.

The effect was instant, the lizard was already trying to escape. Trying to kill both him and Sha Shan. Both of which he couldn't, _wouldn't_ , allow. So without a hint of remorse, he pressed his foot down _hard_. He wasn't trying to kill the damn thing, he just wanted it comatose so he could web it up and pass out.

Ben pressed and pulled _harder_ , ignoring the flaying limbs underneath him, "Come on you fuckmothering douche! Pass! The! Fuck! Out!" He didn't know how long he was there trying to make it pass out, but eventually it paid off as the flaying limbs started move slower and it's eyes were beginning to roll back.

"...hah...hah.." Ben blew out a deep breath in both excretion and began to back off the now unconscious lizard. Once he stepped off, he webbed it to the street with multiple layers. Better safe than sorry.

Ben had never felt so tired before, his vision was swimming and he found it increasingly hard to stand up straight. But he couldn't pass out yet, if someone found him in the middle of the street and next to a giant lizard, he didn't even want to think about the headache.

He started to walk away, it didn't really matter where, so long as he got away from _here_ , he'd be able to recuperate. "Shit." Not even into his second step, he fell to the ground face first.

That's when he felt the blood.

At some point during the fight, the reptile managed to get a good hit on his midsection. He felt the warm liquid and the painful feeling of his shirt sticking to the wound. So, this was it then. Fought his first villain, beat said villain, and proceeded to die by said villain.

The lizard probably wasn't even a villain, likely some unlucky guy that got taken advantage of and turned into a monster.

"Heh." He chuckled at little at the irony of life. Of course it would happen. Dying slowly and alone, just like he did in his last life. Maybe next time will be different….

" _Spider-Man!"_ A woman's scream echoed all around. He barely had a chance to glance up, before he felt two slender arms pick him up and began long to drag him off. Oh. How could he forget, Sha Shan, the person that he had meet while trying to fight the lizard. She was both beautiful and funny.

"Don't worry, Spider-Man! You'll be alright, I'll just take you to my car and get you to the hospital! They'll fix you up so you can go back to kicking ass and taking names!Just….gotta….get...you…..to my…..car! God! How can you be so skinny, but be this heavy?!" She grunted as she started to walk him to her car. As lucid and tired as he was, the word 'hospital' didn't appeal to him in the slightest.

"No...no...hospital, just...just need to rest." He replied, he _couldn't_ go to the hospital, they'll try to ID him and just by looks alone, they'd draw a connection between him and Peter Parker, even if they were one in the same. " _Please.._ " He begged as he continued to limp next to her.

Sha Shan looked conflicted as she weighed her options, realistically taking him to the hospital would be the smartest and most logical decision, but this wasn't some ordinary guy. This was a superhero, someone who more than likely wanted to keep his identity a secret to the general public.

Even if she had already seen his face, she still owed him for saving her life. Just cause he was a hero didn't mean that she would take that kindness for granted. The black haired woman glanced at the injured hero, and bit her lower lip in worry. While taking him to a hospital was out of the window, there _was_ another option.

She just hoped she wasn't asleep right now.

"Fine, Spider-Man." She spoke as she opened the passenger side door and got him situated in the car, seat belt and all, "You're lucky I know someone who can help. Just don't die on me okay? It'll be hard to explain why I have a deadman in my car." She half joked and half advised, before closing the door and making her way to the driver side.

Once she was in the car and they were moving, Ben spoke to her. "Hey, Sha Shan?"

She was focused on the road, but the worry in her tone was evident, "Yeah?"

"Don't call me Spider-Man. That name belongs to someone far better than me. And even if it isn't my own, call me Ben Reilly." He turned his head towards her and smiled, "Nice to meet you."

Then everything went dark.

* * *

 _ **On top of a rooftop…**_

"Did you get all that?" A tall and lean figure, dressed in a skin-tight red and blue sweater with a black mask, stood on the ledge of a nearby building. A few feet away from where all the action had unfolded. "The kid was pretty impressive, full of openings and mistakes, but there's definitely potential there."

"Fascinating…" The feminine voice responded in awe. Due to his mask's lenses, she was getting a live camera feed of everything he had seen and will see. "I had originally planned to just have Spider-Woman as my little experiment, something to keep me entertained, but this?"

He knew that voice, that voice of someone who had just gained a new toy, a new toy that they wanted to _break_. ' _Better him than me.'_

"Just look at how he _moves_! That passion, that _drive_ to not lose! And are those…?" From the way she was talking, he could only guess that she was rewatching the video multiple times, dissecting each and every frame for all of its useful information. "They are! Natural webbing! Unlike Spider-Woman's and just as, if not stronger than hers too!"

Sensing her growing interest he spoke up, "Would you like me to pursue?"

"No Agent 77. I'll deal with this _Spider-Man_ personally. A fine specimen deserves to be seen face to face, wouldn't you agree?" She laughed and it would've sounded beautiful, if he didn't know her true nature and what that laugh really meant.

Agent 77 looked down at the street, his eyes instantly locking on to the mass of green and white on the street floor, "What about the lizard?"

"It served its purpose, far better than I could have ever hoped for. Leave it for the authorities, and return for the debriefing." He prepared to leave before he heard her hum in thought, "And get rid of that blood, don't want anyone knowing who this guy is, well except for us, but you already knew that."

"Of course, Ms. Moon."

* * *

 _ **Unknown Location…**_

"It's said that even the tiniest and most insignificant of butterflies can create the deadliest and strongest of tornadoes, that when thrown hard enough, even a pebble can create tsunamis." The black haired woman looked at multiple computer screens in both fascination and disbelief, "But you? You're the feather that'll cause an avalanche, the fish that fought against the shark, and _won_."

The black haired woman was of a mixed ethnicity of both Korean and American, her face was both calculating and excited. She wore an expensive black top that had a zipper that went from her hip to the middle of her neck, over that she had a white lab coat with its sleeves rolled up to her elbows, and she wore a pair of black leggings that highlighted her figure in all of the right places and a pair of black heels.

She looked at the main screen with a look that would've had any grown man pissing themselves, "I can't _wait_ till I get my hands on you. A being that is both an affront to science and to nature, a being _I_ didn't make. Gwen was just a test run, a passing whim that I decide to keep, but you? I don't care who I have to kill, _how many_ I have to kill.."

The main screen showed two pictures side by side, on the left there was a picture a caucasian, scrawny, and nerdy looking kid that looked no older than seventeen. And to the right was Ben standing on top of the lizard, trying to choke it out.

The woman, _Cindy Moon_ , looked at the blinking sentence that sat in front of both of the pictures, a wide grin on her face.

"I _will_ have you, _Peter Parker_."

* * *

 **An: Annnd done….holy shit. I'm not gonna lie. That fight scene kicked my ass, still new to writing, and I'm pretty sure it shows, but I am having fun with this. Just trying to tweak somethings as I move forward, trying to have it** _ **jussst**_ **right, ya'know? But anyway some explaining is in order.**

 **1-Ben fighting the lizard: The main problem I had with this, was trying to make it believable, as far as I know(and feel free to educate me, just don't be a dick about it); When Peter Parker was starting out and fought the lizard, it was one of his toughest fights, just behind the green goblin. The main reason Ben didn't was both because he has read(the comics) and seen(movies and cartoons) Spider-Man fight the lizard and because he had both mental and physical training in his last life(which will be continued to be hinted at until I can find a way to implement it).**

 **2-Sha Shan: Some of you might know her, most might not, but originally she was the love interest of Flash Thompson. This was actually just a whim of mine that I want to test out, Sha Shan is an** _ **incredibly**_ **minor character that I want to build upon in this story, either as a potential love interest or ally for Ben. Though she isn't the only non-powered woman he's going to interact with.**

 **3-Ben as a person: I'm going to try(keyword,** _ **try**_ **) to make Ben seem as real as I possibly can, while also developing him into something between a cross of Kaine Parker, Peter Parker, and who he once was. Ben most likely will have the brutalness of Kaine, and (while he may suck at it) the complexity of personality that is Peter Parker.**

 **4-Cindy Moon: Oh come on, let's be real. You saw the title, and read the first chapter. You knew where I was going with this. I'm just going to throw it out there, I** _ **love**_ **Cindy Moon, as both a hero and villain. So it's only natural that my love for Cindy Moon was going to bleed into this. As you have already read, Cindy** _ **wants**_ **Ben(not in that way), in the same way you want the most important thing in your dreams. Cindy's a scientist(obviously) so of course she'd be itching to get a hold of someone that has spider powers(ones that she herself didn't gift), and someone who not only died, but also returned to the land of the living. Though later on in the story, that want is going to turn into some twisted shit. Just throwing that out there.**

 **5-My ideas for Agent Spyder/general thoughts: Hopefully, I can keep this up long enough till It reaches Spidergeddon. That's the end goal of this book, for Ben to eventually be apart of that event. I already missed Spiderverse, unless I pull a literal miracle out my ass to make it work. Also I'm not sure if any other Spider-Man SI's will read this, but I had a random thought while I was at work: Having most, preferably all, Spider-Man SIs and OCs having there own Spiderverse event. Would be cool in my nerdy opinion.**

 **But anyway see ya next time boys!**

 _ **Agent Spyder**_

 _ **Chapter 3: What's up danger?**_


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